PURCHASE ORDER TERMS FOR GOODS AND SERVICES
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PURCHASE ORDER TERMS FOR GOODS AND SERVICES
These terms and conditions apply to the CONTRACT between COMPANY and CONTRACTOR, which may be in the form of a purchase
order or a work statement (the “CONTRACT”). These terms and conditions are binding between COMPANY and CONTRACTOR and
supersede and replace any CONTRACTOR terms and conditions or previous contracts for SCOPE. In the event any special terms are
agreed between the parties, the special terms will prevail over terms contained in these terms and conditions. Where these terms
and conditions are attached to or incorporated in a CONTRACT issued under an existing contract, the terms and conditions of that
existing contract will prevail.
PART A BOOKS AND RECORDS: books, accounts, contracts, records,
and documentation, in electronic format or otherwise, in
respect of the CONTRACT and performance of SCOPE.
1. DEFINITIONS
COMPANY GROUP: COMPANY and (a) its CO-VENTURERS and
Capitalised words and expressions have the following meanings
JOINT VENTURES; (b) any AFFILIATE of COMPANY, its JOINT
when interpreting the CONTRACT:
VENTURES, or its CO-VENTURERS; and (c) any director, officer,
ACCEPTANCE: COMPANY accepts SCOPE in writing or is
employee, or other individual working under the direct control
deemed to have accepted SCOPE in the manner specified by
and supervision of COMPANY, its JOINT VENTURES, or CO-
the CONTRACT.
VENTURERS, or the AFFILIATES of COMPANY, its JOINT
AFFILIATE: in reference to a PERSON, any other PERSON that:
VENTURES, or CO-VENTURERS. A reference to COMPANY
(a) directly or indirectly controls or is controlled by the first
GROUP includes a reference to each of its members severally.
PERSON; or (b) is directly or indirectly controlled by a PERSON
COMPANY PROVIDED ITEMS: items of materials, equipment,
that also directly or indirectly controls the first PERSON. A
services, or facilities, provided by COMPANY to CONTRACTOR
PERSON controls another PERSON if that first PERSON has the
to perform SCOPE.
power to direct or cause the direction of the management of
CONFIDENTIAL INFORMATION: all technical, commercial,
the other PERSON, whether directly or indirectly, through one
photographic or other information, and all documents and
or more intermediaries or otherwise, and whether by
other tangible items that record information, whether on
ownership of shares or other equity interests, the holding of
paper, in machine readable format, by sound or video, by way
voting rights or contractual rights, by being the general partner
of samples or otherwise, relating to a PERSON’s business,
of a limited partnership, or otherwise. Any AFFILIATE of Royal
including WORK PRODUCT, PERSONAL DATA and SCOPE
Dutch Shell, plc is an AFFILIATE of COMPANY.
provided to that PERSON, business plans, property, way of
AGENCY PERSONNEL: those CONTRACTOR PERSONNEL who are
doing business, business results or prospects, the terms,
not direct employees, but are working under the direct control
negotiations, and existence of the CONTRACT, proprietary
and supervision of CONTRACTOR GROUP.
software, IP RIGHTS, and business records. A reference to
ANTI-CORRUPTION LAWS: the United States Foreign Corrupt
COMPANY GROUP’S CONFIDENTIAL INFORMATION includes
Practices Act of 1977, the United Kingdom Bribery Act 2010,
WORK PRODUCT and the terms, negotiations, and existence of
and all other APPLICABLE LAWS that prohibit tax evasion,
the CONTRACT.
money laundering or otherwise dealing in the proceeds of
CONSEQUENTIAL LOSS: (a) indirect or consequential losses;
crime or the bribery of, or the providing of unlawful gratuities,
and (b) loss of production, loss of product, loss of use, and loss
facilitation payments, or other benefits to, any GOVERNMENT
of revenue, profit, or anticipated profit, whether direct,
OFFICIAL or any other PERSON.
indirect, or consequential, and whether or not the losses were
APPLICABLE DATA PROTECTION LAW: all laws, rules,
foreseeable at the time of entering into the CONTRACT.
regulations, governmental requirements, codes as well as
CONTRACT PRICE: the total amount payable by COMPANY to
international, federal, state, provincial laws applicable to
CONTRACTOR in accordance with the CONTRACT.
COMPANY when acting as a controller or processor of
CONTRACTOR EQUIPMENT: any machinery, plant, tools,
PERSONAL DATA, in particular REGULATION (EU) 2016/679
equipment, goods, materials, supplies, and other items
(GDPR).
(including all appropriate associated spare parts, storage
APPLICABLE LAWS: where applicable to a PERSON, property, or
containers, packing, and securing) owned or contracted for by
circumstance, and as amended from time to time: (a) statutes
CONTRACTOR GROUP, provided title has not passed and will
(including regulations enacted under those statutes);
not pass to COMPANY under the CONTRACT.
(b) national, regional, provincial, state, municipal, or local laws;
CONTRACTOR GROUP: CONTRACTOR and: (a) its
(c) judgments and orders of courts of competent jurisdiction;
SUBCONTRACTORS, (b) any AFFILIATE of CONTRACTOR or its
(d) rules, regulations, and orders issued by AUTHORITIES; and
SUBCONTRACTORS; and (c) any director, officer, employee,
(e) regulatory approvals, permits, licences, approvals, and
other PERSON or AGENCY PERSONNEL employed by or acting
authorisations.
for and on behalf of CONTRACTOR, its SUBCONTRACTORS, or
AUTHORITIES: the government and any county, municipality,
the AFFILIATES of CONTRACTOR and its SUBCONTRACTORS. A
local government, or other political subdivision,
reference to CONTRACTOR GROUP includes a reference to each
instrumentality, ministry, or department which has jurisdiction
of its members severally.
over any part of SCOPE, or any county, municipality, local
CONTRACTOR PERSONNEL: any individual provided by
government or other political subdivision thereof.
CONTRACTOR GROUP, whether directly or indirectly, and
assigned to work in connection with the performance of SCOPE,
whether or not an employee of CONTRACTOR GROUP.
Purchase Order–GOODS and SERVICES (Czech)
Ver. 2021 1CO-VENTURER: any PERSON who is a party to a joint operating direct or indirect ownership interest; and (c) the activities of agreement, unitisation agreement, including a JOINT VENTURE, which are related to SCOPE. or similar agreement: (a) with COMPANY or any of its LIABILITIES: liabilities for all claims, losses, damages, costs AFFILIATES; and (b) which agreement is related to SCOPE (including legal fees), and expenses. performed under the CONTRACT. A reference to CO- LIENS: liens, attachments, charges, claims, or other VENTURERS includes a reference to each CO-VENTURER encumbrances against SCOPE or property of COMPANY GROUP. severally and to its respective successors and permitted LIQUIDATED DAMAGES: amounts agreed in the CONTRACT, assigns. that CONTRACTOR must pay to COMPANY if certain events or FORCE MAJEURE EVENT: the events qualifying as a force obligations as specified in the CONTRACT are not achieved or majeure event as expressly set out in the CONTRACT. not timely achieved. GOODS: goods, materials, products, and equipment to be OTHER CONTRACTOR: any other contractor engaged by supplied by CONTRACTOR under the CONTRACT. COMPANY to perform WORK at the WORKSITE. GOVERNMENT OFFICIAL: (a) any official or employee of any OTHER PERMITTED BUYER: (a) JOINT VENTURES; and (b) SHELL government, or any agency, ministry, or department of a CONTRACTORS. government (at any level); (b) anyone acting in an official PERSON: a natural person or a legal entity, including any capacity for a government regardless of rank or position; (c) any partnership, limited partnership, limited liability company, official or employee of a company wholly or partially controlled corporation, firm, trust, body corporate, government, by a government (e.g. a state-owned oil company), political governmental body or agency, or unincorporated venture. party, or any official of a political party; (d) any candidate for PERSONAL DATA: any information relating to an identified or political office, or any officer or employee of a public identifiable individual, unless otherwise defined under international organisation (e.g. the United Nations or the World APPLICABLE LAWS related to the protection of individuals, the Bank); and (e) any immediate family member (meaning a processing of such information, and security requirements for spouse, dependent child, or household member) of any of the and the free movement of such information. foregoing. RESTRICTED JURISDICTION: countries or states that are subject HSSE STANDARDS: (a) all HSSE policies, manuals, standards, to comprehensive economic or trade sanctions, restrictions or rules, and procedures, as communicated to CONTRACTOR, by embargoes (as may be amended by the relevant AUTHORITIES or on behalf of COMPANY, designed to manage HSSE risks from time to time). during performance of SCOPE under the CONTRACT; (b) all RESTRICTED PARTY: (i) any PERSON resident, established or APPLICABLE LAWS relating to HSSE; and (c) any other rules and registered in a RESTRICTED JURISDICTION; (ii) any PERSON procedures (whether issued by COMPANY GROUP or classified as a US Specially Designated National or otherwise otherwise) in force at a relevant COMPANY GROUP WORKSITE subject to blocking sanctions under TRADE CONTROL LAWS; (iii) at the time of performance of SCOPE. any AFFILIATES of such PERSONS; and (iv) any PERSON acting INDEMNIFY: release, save, indemnify, defend, and hold on behalf of a PERSON referred to in the foregoing. harmless. SCOPE: the GOODS to be delivered or the SERVICES to be INDIRECT TAXES: any of the following: (a) value added tax; (b) performed, as the case may be, by or on behalf of goods and services tax; or (c) sales tax or similar levy. CONTRACTOR under this CONTRACT, and all other activities and INSOLVENCY EVENT: if a PERSON: (a) stops or suspends, or obligations to be performed by or on behalf of CONTRACTOR threatens to stop or suspend, payment of all or a material part under this CONTRACT. of its debts, or is unable to pay its debts as they fall due; SERVICES: services to be supplied by CONTRACTOR under the (b) ceases or threatens to cease to carry on all or a substantial CONTRACT, including the results of those services. part of its business; (c) begins negotiations for, starts any SHELL CONTRACTOR: a PERSON acting as a contractor of an proceedings concerning, proposes or makes any agreement for AFFILIATE of Royal Dutch Shell plc. the reorganisation, compromise, deferral, or general SOFTWARE: any software forming part of SCOPE or necessary assignment of, all or substantially all of its debts; (d) makes or for the intended use of SCOPE, including, as applicable, the proposes an arrangement for the benefit of some or all of its database and all machine codes, binaries, object codes or creditors of all or substantially all of its debts; (e) takes any step source codes, whether in a machine or human readable form, with a view to the administration, winding up, or bankruptcy of and all improvements, modifications, and updates, flow charts, that PERSON; (f) is subject to an event in which all or logic diagrams, passwords, and output tapes, and any future substantially all of its assets are subject to any steps taken to updates, releases, and generally available associated software enforce security over those assets or to levy execution or items, together with the licence to use them or ownership similar process, including the appointment of a receiver, rights in them. trustee in bankruptcy, or similar officer; or (g) is subject to any STANDARDS OF PRACTICE: with reference to SCOPE and the event under the law of any relevant jurisdiction that has an performance of SCOPE, the sound standards, methods, skill, analogous or equivalent effect to any of the INSOLVENCY care, techniques, principles, and practices that are recognised EVENTS listed above. and generally accepted in the international oil, gas, and IP RIGHTS: all patents, copyright, database rights, design rights, petrochemical industry. rights in CONFIDENTIAL INFORMATION, including know-how SUBCONTRACT: any contract between CONTRACTOR and a and trade secrets, inventions, moral rights, trademarks and SUBCONTRACTOR or between a SUBCONTRACTOR and another service marks (all whether registered or not and including all SUBCONTRACTOR of any tier for the performance of any part of applications for any of them and all equivalent rights in all parts SCOPE, including any call off under framework agreements of of the world), whenever and however arising for their full term, COMPANY or an AFFILIATE of COMPANY and supply and including any divisions, re-issues, re-examinations, agreements for materials. continuations, continuations-in-part, and renewals. SUBCONTRACTOR: any party to a SUBCONTRACT, other than JOINT VENTURE: any entity: (a) which itself is not an AFFILIATE COMPANY and CONTRACTOR, including any employers of OF COMPANY; (b) in which an AFFILIATE OF COMPANY has a AGENCY PERSONNEL (except as explicitly provided otherwise). Purchase Order–GOODS and SERVICES (Czech) Ver. 2021 2
TAXES: all taxes, duties, levies, import, export, customs, stamp (c) Following ACCEPTANCE by COMPANY of the GOODS, the or excise duties (including clearing and brokerage charges), warranties set out in this Article are in lieu of all other charges, surcharges, withholdings, deductions, or contributions warranties expressed or implied by statute, common law, that are imposed or assessed by any competent authority of custom, usage, or otherwise. the country where SCOPE is performed or any other country in (d) CONTRACTOR retains risk of loss of and damage to the accordance with APPLICABLE LAWS. GOODS until delivery is complete in accordance with the TRADE CONTROL LAWS: all APPLICABLE LAWS concerning trade INCOTERMS in any case where INCOTERMS are specified, or economic sanctions or embargoes, RESTRICTED PARTY lists, otherwise when COMPANY takes physical possession of the trade controls on the import, export, re-export, transfer or GOODS. otherwise trade of goods, services, software, or technology, (e) Title to the GOODS will pass to COMPANY at the earlier of: including those of the European Union, the United Kingdom (i) risk of loss of and damage to the GOODS passing to and the United States of America. COMPANY; or (ii) as COMPANY makes payment for the GOODS. VARIATION: a modification or alteration of, addition to, or (f) CONTRACTOR will pack the GOODS so that they may be deletion of, all or part of SCOPE. transported and unloaded safely. CONTRACTOR represents VARIATION ASSESSMENT: a proposal prepared by that, on delivery, the GOODS will have been accurately CONTRACTOR in respect of a VARIATION in which it provides described, classified, marked, and labelled, in accordance with full detail of the following: (a) the impact of the proposed the CONTRACT, all APPLICABLE LAWS, and STANDARDS OF VARIATION on SCOPE; (b) a detailed schedule for the PRACTICE. performance of adjusted SCOPE; (c) the effect on the 4. REQUIREMENTS PERTAINING TO SERVICES CONTRACT PRICE (if any), determined in accordance with the 4.1. SERVICES Warranties CONTRACT; and (d) any other information COMPANY concludes (a) CONTRACTOR warrants that all SERVICES supplied in is necessary for its evaluation. connection with the performance of SCOPE will be: (i) VARIATION ORDER: a written order for a VARIATION performed in accordance with the CONTRACT; (ii) fit for use for authorised by COMPANY. any purpose specified in the CONTRACT; and (iii) free from any WORK PRODUCT: any and all information, reports, data, defect or deficiency. drawings, computer programs, source and object codes, (b) Unless a different period is specified in the SCOPE program documentation, spread sheets, presentations, description, CONTRACTOR’s warranty for SERVICES applies to analyses, results, conclusions, findings, solutions, calculations, all defects arising within 12 months of COMPANY’s studies, concepts, codes, manuals, inventions, business models, ACCEPTANCE of the SERVICES. designs, prototypes, magnetic data, flow charts, (c) Following ACCEPTANCE by COMPANY of the SERVICES, the recommendations, working notes, specifications or other warranties set out in this Article are in lieu of all other information, documents, or material, which arises or is made, warranties expressed or implied by statute, common law, created, or generated under the CONTRACT, in connection with custom, usage, or otherwise. SCOPE, or is made, created, or generated from or using (d) CONTRACTOR will supply SERVICES diligently, efficiently, COMPANY GROUP's CONFIDENTIAL INFORMATION or and carefully, in a good and professional manner, and in COMPANY GROUP’s IP RIGHTS. accordance with the CONTRACT and all STANDARDS OF WORKSITE: lands, waters, and other places on, under, in, or PRACTICE. CONTRACTOR will furnish all skills, labour, through which SCOPE or activities in connection with SCOPE are supervision, equipment, goods, materials, supplies, transport, to be performed, including manufacturing, fabrication, or and storage required for SERVICES. storage facilities, offshore installations, floating construction 4.2. CONTRACTOR PERSONNEL in Connection with SERVICES equipment, vessels, offices, workshops, camps, or messing Where required by COMPANY, CONTRACTOR will perform at its facilities. WORKSITE does not include any lands, waters, or own expense security background checks and obtain entry other places used during transportation to and from credentials for CONTRACTOR PERSONNEL on COMPANY GROUP WORKSITES. WORKSITES. 2. REQUIREMENTS PERTAINING TO SCOPE 5. COMPENSATION, PAYMENT, AND INVOICING (a) This CONTRACT is non-exclusive and carries no requirement (a) COMPANY agrees to pay the CONTRACT PRICE to for COMPANY to place any orders or purchase any minimum CONTRACTOR in the currency specified in the Schedule of quantities. COMPANY may acquire same or similar SCOPE from Prices, and at the times and in the manner specified in this other suppliers. Article. The CONTRACT PRICE is all-inclusive except for value (b) Time is of the essence for the performance of SCOPE. added tax or sales tax. (c) Any information supplied by COMPANY is the property of (b) CONTRACTOR will invoice only after ACCEPTANCE of SCOPE, COMPANY and will not be used by CONTRACTOR for any except as otherwise provided in the CONTRACT. purpose other than for performance of the CONTRACT. (c) COMPANY will pay CONTRACTOR any undisputed amount 3. REQUIREMENTS PERTAINING TO GOODS within the time period specified in the CONTRACT after receipt (a) CONTRACTOR guarantees that GOODS supplied in of a correct and adequately supported invoice. An invoice is connection with the performance of SCOPE will be: (i) without considered unsupported when COMPANY cannot reasonably fault, defect, or deficiency; (ii) new on delivery, unless verify the legitimacy or accuracy of the invoice using the otherwise specified in the CONTRACT; (iii) fit for use for any information provided by CONTRACTOR or if supporting purpose specified in the CONTRACT; and (iv) in strict documentation is missing. conformance with the CONTRACT and any specification, (d) Payment of an invoice is not: (i) by itself an accord and drawing, or other description supplied by COMPANY to satisfaction, or otherwise a limitation of the rights of the parties CONTRACTOR and agreed to as part of the CONTRACT. in connection with the matter; or (ii) evidence SCOPE was (b) Unless a different period is specified in the SCOPE performed in accordance with the CONTRACT. DESCRIPTION, CONTRACTOR’s warranty for GOODS applies to (e) If COMPANY disputes an invoice, COMPANY may withhold all defects arising within 12 months of COMPANY’s payment of any disputed part of an invoice and pay only the ACCEPTANCE of GOODS. undisputed part. COMPANY may, on notice to CONTRACTOR, Purchase Order–GOODS and SERVICES (Czech) Ver. 2021 3
set off any liabilities between CONTRACTOR and COMPANY 2. TAXES
arising out of the CONTRACT or any other agreement. Any 2.1 CONTRACTOR TAXES
exercise by COMPANY of its rights under this provision will be CONTRACTOR will be responsible for payment of all TAXES, and
without prejudice to any other rights or remedies available to any interest, fines, or penalties for which CONTRACTOR GROUP
COMPANY. is liable for: (a) income, capital gains, and wages; and (b) import
6. QUALITY ASSURANCE or export of CONTRACTOR EQUIPMENT, or the movement of
CONTRACTOR must have quality assurance programs in place CONTRACTOR PERSONNEL.
adequate to support its performance of SCOPE. 2.2 INDIRECT TAXES
7. ACCESS TO COMPANY SYSTEMS, INFORMATION, OR If INDIRECT TAXES apply, CONTRACTOR will add them to the
INFRASTRUCTURE invoice as a separate item, and COMPANY will pay them in
In the event that performance of SCOPE requires CONTRACTOR addition to the CONTRACT PRICE.
or CONTRACTOR PERSONNEL to access COMPANY GROUP’s 2.3 Withholding
technical information, information technology, or resources (a) Where required under APPLICABLE LAWS, COMPANY will
(including COMPANY’s infrastructure), CONTRACTOR will sign withhold and pay over to relevant AUTHORITIES, TAXES from
and comply with COMPANY’s standard terms and conditions for amounts payable to CONTRACTOR. That sum is a corresponding
access and security, unless other terms applicable to the discharge of COMPANY’s liability to CONTRACTOR under the
CONTRACT were agreed on by the parties in writing. CONTRACT.
8. VARIATIONS (b) Where CONTRACTOR demonstrates that it is exempt from
COMPANY may request, or CONTRACTOR may initiate, a any withholding or deductions under APPLICABLE LAWS, it will
VARIATION ASSESSMENT for reasons of emergency, safety, or inform COMPANY and provide COMPANY with a valid
other reasonable necessity. CONTRACTOR is not entitled to a certificate of exemption or immunity from the relevant
VARIATION for matters that were included in SCOPE, or matters AUTHORITY. COMPANY may act on the information given to it
that CONTRACTOR agreed to perform or take into account in and will not be liable to CONTRACTOR or any other PERSON if
connection with the CONTRACT. COMPANY may reject or COMPANY applies the withholding or deduction according to
accept the VARIATION ASSESSMENT by issuing a VARIATION APPLICABLE LAWS.
ORDER. 2.4 VAT Act
9. INSPECTIONS, TESTING, AND ACCEPTANCE OF SCOPE CONTRACTOR hereby agrees that it is not aware of any
(a) To confirm SCOPE complies with the CONTRACT, circumstances that may lead to non-payment of INDIRECT
CONTRACTOR will perform all tests and inspections required by TAXES owed by CONTRACTOR GROUP in relation to the
the CONTRACT, APPLICABLE LAWS and, unless otherwise CONTRACT. Otherwise, COMPANY is entitled to proceed in
specified in the CONTRACT, STANDARDS OF PRACTICE. accordance with Section 109a of Act no. 235/2004 Coll., Act on
(b) CONTRACTOR will request ACCEPTANCE from COMPANY: i) Value Added Tax as amended (“VAT Act”). COMPANY is also
of GOODS by completion of delivery; or ii) of SERVICES by entitled to assess at any time whether any circumstances exist
writing on completion of SCOPE. Other than to start the period that may justify the procedures established in Section 109a of
for any warranty of limited duration, ACCEPTANCE does not the VAT Act.
limit or waive any remedies. 2.5 Indemnity for LIABILITIES Related to TAXES
10. REMEDIAL ACTIONS (a) CONTRACTOR will INDEMNIFY COMPANY GROUP for any
If defects in SCOPE are discovered, CONTRACTOR will provide a LIABILITIES, including any interest, fines, or penalties for which
plan to remedy the defects and will remedy the defects in an CONTRACTOR GROUP or any PERSON directly or indirectly
expeditious manner. Without prejudice to other remedies it employed or engaged by CONTRACTOR GROUP is liable as
may have, COMPANY may perform or have others perform referred to in this Article.
some or all of the remedial actions, and CONTRACTOR will pay (b) If CONTRACTOR GROUP is considered to have a permanent
or promptly reimburse COMPANY for all costs CONTRACTOR establishment in connection with the performance of SCOPE,
would have been liable for under the CONTRACT where: CONTRACTOR GROUP will be solely responsible for resulting
(i) emergency situations or other HSSE risks require the LIABILITIES, TAXES and any other costs incurred by
immediate performance of remedial actions; (ii) CONTRACTOR CONTRACTOR GROUP because of the presence of the
presents a plan which does not provide for expeditious permanent establishment.
completion of warranty work; or (iii) CONTRACTOR does not 3. LIENS
timely complete the actions according to the agreed schedule. CONTRACTOR warrants good and clear title to SCOPE supplied.
CONTRACTOR’s warranties against defects are assignable, and CONTRACTOR will not permit CONTRACTOR GROUP to place
CONTRACTOR will assign to COMPANY all manufacturers’ any LIENS or claim any LIENS. CONTRACTOR will immediately
warranties or will pursue for COMPANY or its assignee all notify COMPANY and promptly remove any LINES by
warranties that cannot be assigned. CONTRACTOR GROUP.
4. SUSPENSION
(a) COMPANY may suspend the CONTRACT or part of SCOPE
for cause by written notice with immediate effect pending
COMPANY’s decision on termination where COMPANY
PART B concludes it has grounds to terminate the CONTRACT for cause.
Where suspending for cause, CONTRACTOR will not be entitled
1. PERFORMANCE to any VARIATION or other compensation.
(a) CONTRACTOR will participate in business performance (b) COMPANY may suspend the CONTRACT or part of SCOPE
reviews to discuss HSSE performance, CONTRACTOR’S financial for convenience at its own discretion with seven days’ prior
condition and other key performance indicators (KPIs). written notice. CONTRACTOR may seek a VARIATION if actions
(b) The frequency of business performance reviews will be required by suspension impact the schedule or timing of
established by the SCOPE description or alternatively, by SCOPE.
COMPANY’S representative.
Purchase Order–GOODS and SERVICES (Czech)
Ver. 2021 4(c) COMPANY may at any time withdraw by written notice all performed in accordance with the CONTRACT prior to
or part of a suspension and CONTRACTOR will resume termination.
performance. (b) If COMPANY terminates the whole of the CONTRACT for
5. TERMINATION convenience or CONTRACTOR validly terminates for non-
5.1. Termination by COMPANY for cause payment, COMPANY will also pay reasonable, unavoidable, and
(a) COMPANY may terminate the CONTRACT or part of SCOPE auditable demobilisation costs that COMPANY has specifically
for cause by written notice with immediate effect if: (i) in agreed elsewhere in the CONTRACT to pay on termination for
connection with the performance of the CONTRACT, convenience by COMPANY.
CONTRACTOR GROUP breaches its own Business Principles, or if 5.6. Exclusive Reasons for Termination
it has no equivalent principles, then Shell’s Business Principles; The parties waive any right to terminate, rescind, or otherwise
(ii) CONTRACTOR GROUP violates ANTI-CORRUPTION LAWS, end the CONTRACT, on grounds other than those set out in the
applicable competition laws, TRADE CONTROL LAWS, other CONTRACT.
APPLICABLE LAWS, or HSSE STANDARDS or causes COMPANY to 6. LIQUIDATED DAMAGES
be in violation of those laws or HSSE STANDARDS; Where any LIQUIDATED DAMAGES are set out in the
(iii) CONTRACTOR GROUP becomes a RESTRICTED PARTY; CONTRACT, the following applies: (i) unless expressly provided
(iv) CONTRACTOR is subject to an INSOLVENCY EVENT including otherwise in the CONTRACT, payment of LIQUIDATED
where CONTRACTOR is an unincorporated joint venture, DAMAGES will not relieve CONTRACTOR from its obligations to
consortium, or similar entity, in which case an INSOLVENCY complete SCOPE in accordance with the CONTRACT. (ii) the
EVENT for one of its members is considered an INSOLVENCY parties agree that any LIQUIDATED DAMAGES are:(A)
EVENT for CONTRACTOR (v) CONTRACTOR fails to provide or proportionate, having regard to COMPANY’S legitimate interest
maintain any security required by the CONTRACT, or a party in CONTRACTOR’S performance of SCOPE; and (B) Not a
providing a guarantee or bond under the CONTRACT is subject penalty. (iii) If LIQUIDATED DAMAGES are invalid and
to an INSOLVENCY EVENT; (vi) (vi) if applicable, the cap on unenforceable, COMPANY may claim demonstrated damages,
LIQUIDATED DAMAGES for delay has been reached; (vii) subject to any limitations that may be set out in the CONTRACT.
CONTRACTOR has abandoned or repudiated the CONTRACT; or 7. LIABILITIES AND INDEMNITIES
(viii) CONTRACTOR wilfully delays or demonstrates the (a) Liability for loss of and damage to property and for personal
intention not to continue performance of the CONTRACT. injury, death, or disease to any PERSON, arising in connection
(b) COMPANY may terminate the CONTRACT or part of SCOPE with the CONTRACT, will be determined in accordance with
for cause where COMPANY determines CONTRACTOR APPLICABLE LAW.
materially breached a term or condition of the CONTRACT (b) Neither party will be liable to the other for that other
other than those set out in the preceding paragraph. COMPANY party’s own CONSEQUENTIAL LOSS, regardless of negligence or
will first provide written notice which may require other fault.
CONTRACTOR to remedy the breach, or COMPANY may (c) Neither party excludes or limits its LIABILITIES to the extent
terminate the CONTRACT if COMPANY determines the breach is they may not be excluded under APPLICABLE LAW.
not capable of timely remedy, or it is not subsequently 8. INSURANCE
remedied. Prior to commencement of performance, CONTRACTOR will
5.2 Termination by COMPANY for convenience arrange any insurance required by APPLICABLE LAW, and
COMPANY may terminate the CONTRACT or part of SCOPE for maintain that insurance in effect throughout the duration of
convenience at its own discretion with 30 days’ prior written the CONTRACT. Satisfaction of the obligation to procure
notice. insurance and perform other actions in connection with this
5.3. Termination by CONTRACTOR for cause Article will not relieve CONTRACTOR of any other obligations or
(a) CONTRACTOR may terminate the CONTRACT if COMPANY LIABILITIES.
fails to pay an undisputed amount to CONTRACTOR that is 9. COMPLIANCE WITH APPLICABLE LAWS, BUSINESS
properly presented, due, and payable for more than 60 days PRINCIPLES, AND HSSE STANDARDS
and exceeds 5% of the CONTRACT PRICE, assuming complete 9.1. APPLICABLE LAWS
performance of the CONTRACT, subject to: (i) CONTRACTOR CONTRACTOR will comply with APPLICABLE LAWS in the
giving COMPANY with prior written notice specifying the performance of the CONTRACT and will notify COMPANY of any
unpaid amount which is due and payable for more than 60 days material breaches.
and requiring it to be paid within a further period of 45 days of 9.2. Business Principles
such notice ; and (ii) COMPANY failure to cure or provide (a) CONTRACTOR acknowledges that it has actual knowledge
proper grounds for non-payment during the notice period. of: (i) the Shell General Business Principles, at
(b) CONTRACTOR’S termination rights do not apply to non- www.shell.com/sgbp, and Shell’s Supplier Principles, at
payment in the case of COMPANY’S valid exercise of set off www.shell.com/suppliers; (ii) Shell’s Code of Conduct, at
rights. http://www.shell.com/codeofconduct; and (iii) Shell’s Global
5.4. CONTRACTOR Obligations on Termination Helpline, at http://www.shell.com/globalhelpline.
On any termination, CONTRACTOR will promptly cease (b) CONTRACTOR agrees that CONTRACTOR GROUP will adhere
performance, give access to SCOPE in progress, avoid to and notify of violations of the principles contained in the
unreasonable interference with others, and take reasonable Shell General Business Principles and Shell Supplier Principles
steps to allow COMPANY to complete SCOPE, including turning (or where CONTRACTOR has adopted equivalent principles, to
over all documentation for SCOPE and SOFTWARE which was to those equivalent principles) in all its dealings with or on behalf
be supplied in connection with the CONTRACT. of COMPANY, in connection with this CONTRACT and related
5.5. Compensation in the Event of Termination matters.
(a) If COMPANY terminates the CONTRACT or part of SCOPE for (c) If CONTRACTOR GROUP supplies staff that work on behalf
cause, COMPANY will determine and pay (subject to valid set of COMPANY or represent COMPANY, CONTRACTOR commits
offs) the amounts owed to CONTRACTOR for SCOPE properly that the staff will behave in a manner that is consistent with the
Shell Code of Conduct.
Purchase Order–GOODS and SERVICES (Czech)
Ver. 2021 59.3. Anti-Bribery and Corruption standard contractual clauses as set out in the Annex to Decision (a) CONTRACTOR represents that, in connection with this to 2004/915/EC are incorporated into this agreement in full CONTRACT and related matters: (i) it is knowledgeable about including the data processing principles set forth in Annex A to ANTI-CORRUPTION LAWS and will comply with those laws; (ii) those clauses. CONTRACTOR GROUP has not made, offered, authorised, or 9.6. Health, Safety, Security, and Environment (“HSSE”) accepted, and will not make, offer, authorise, or accept, any In performing SCOPE at COMPANY GROUP WORKSITES, or payment, gift, promise, or other advantage, whether directly or other locations if specified in the HSSE STANDARDS, through any other PERSON, to or for the use or benefit of any CONTRACTOR will, and will ensure that CONTRACTOR GROUP GOVERNMENT OFFICIAL or any other PERSON where that will, at all times: (i) pursue Shell’s HSSE principle of Goal Zero; payment, gift, promise, or other advantage would: (A) comprise (ii) comply with Shell’s “Life Saving Rules”, at a facilitation payment; or (B) violate the relevant ANTI- http://www.shell.com/lifesavingrules; and (iii) comply with CORRUPTION LAWS. other applicable HSSE STANDARDS. (b) CONTRACTOR will immediately notify COMPANY if 9.7 Compliance with REACH Regulations CONTRACTOR receives or becomes aware of any matter that is (a) In all cases where applicable due to SCOPE performed, prohibited by the preceding paragraph. CONTRACTOR agrees to comply with Regulation (EC) No. (c) CONTRACTOR affirms that no PERSON in CONTRACTOR 1907/2006 (“REACH”), and CONTRACTOR warrants that: (i) any GROUP is a GOVERNMENT OFFICIAL or other PERSON who substances, within the meaning of the REACH regulation, in could assert illegal influence on behalf of COMPANY or its SCOPE have been validly pre-registered or immediately AFFILIATES. If a PERSON in CONTRACTOR GROUP becomes a registered (as applicable) in accordance with REACH (and GOVERNMENT OFFICIAL, CONTRACTOR will promptly notify CONTRACTOR will confirm and provide evidence of compliance COMPANY and remove that individual from performance in in writing to COMPANY prior to dispatch of those items); (ii) connection with SCOPE at COMPANY’s request. where substances in SCOPE have been pre-registered, (d) CONTRACTOR will maintain adequate internal controls and CONTRACTOR will take all necessary steps to ensure that those procedures to ensure compliance with ANTI-CORRUPTION substances are validly registered in accordance with REACH LAWS, including the ability to demonstrate compliance through according to the deadlines set out in REACH); (iii) any adequate and accurate recording of transactions in its BOOKS registration will cover COMPANY's uses and applications of the AND RECORDS. substances (or those of COMPANY's customers) where they (e) COMPANY will have the right to confirm compliance with have been notified to CONTRACTOR (or to CONTRACTOR's ANTI-CORRUPTION LAWS and record keeping by audit. “only representative” if appointed and notified to COMPANY) CONTRACTOR will keep BOOKS AND RECORDS available for no later than three months before the relevant registration audit while the CONTRACT is in effect and thereafter for ten deadline; and (iv) any registration will be kept up-to-date years following termination of the CONTRACT. (including any relevant amendment to uses). (f) CONTRACTOR will INDEMNIFY COMPANY GROUP for any (b) CONTRACTOR will immediately notify COMPANY in writing if LIABILITIES arising out of CONTRACTOR’s breach of ANTI- any substance in the GOODS may or has become subject to an CORRUPTION LAWS or any related undertakings under this authorisation or restriction under REACH or where any Article. circumstance has arisen that would call into question whether 9.4. Export and Trade Controls any substance in SCOPE is adequately registered. (a) CONTRACTOR will comply with, all applicable TRADE (c) CONTRACTOR will provide COMPANY with a copy of current CONTROL LAWS and will provide COMPANY with necessary safety data sheets for GOODS in the format and containing the data to comply with TRADE CONTROL LAWS. information required by REACH. CONTRACTOR will send a copy (b) CONTRACTOR will ensure that, except with the prior of the safety data sheet in the language and to the address or written consent of COMPANY: (i) COMPANY PROVIDED ITEMS contact as advised by COMPANY. are not exported, provided, or made available to any 10. CONFIDENTIAL INFORMATION RESTRICTED JURISDICTION or RESTRICTED PARTIES; (ii) 10.1 Obligations in Connection with CONFIDENTIAL CONTRACTOR PERSONNEL with access to COMPANY GROUP’s INFORMATION technical information, information technology resources (a) CONTRACTOR will, and will ensure that CONTRACTOR (including COMPANY GROUP’s infrastructure), or COMPANY GROUP will, not disclose or permit a disclosure to a third party GROUP WORKSITES, are not RESTRICTED PARTIES or nationals of COMPANY GROUP’s CONFIDENTIAL INFORMATION without of a RESTRICTED JURISDICTION; (iii) CONTRACTOR will not the prior written consent of COMPANY and will use COMPANY utilise SUBCONTRACTORS that are RESTRICTED PARTIES; and GROUP’s CONFIDENTIAL INFORMATION only in connection with (iv) CONTRACTOR will not source any of the goods, SOFTWARE performance of the CONTRACT. or technology in SCOPE to be delivered or supplied to (b) Information that CONTRACTOR can prove at disclosure is COMPANY under the CONTRACT, directly or indirectly, from public knowledge, in the possession of CONTRACTOR without RESTRICTED PARTIES or a RESTRICTED JURISDICTION. binder of secrecy, or developed independently of COMPANY’s 9.5. PERSONAL DATA Protection CONFIDENTAL INFORMATION is not CONFIDENTIAL (a) The parties may provide each other with PERSONAL DATA INFORMATION. Restrictions on disclosure of COMPANY’s in the course of the performance of this CONTRACT, the CONFIDENTIAL INFORMATION will cease if CONTRACTOR can processing and transfer of which will be done in accordance prove that the information had become part of the public with APPLICABLE DATA PROTECTION LAW. Each party is a data knowledge through no fault of CONTRACTOR GROUP or is controller in respect of the PERSONAL DATA. subsequently disclosed to CONTRACTOR without an obligation (b) Where COMPANY is located in the European Economic Area of confidentiality by a third party who has the legal right to do and CONTRACTOR is located in a country that has not been so. deemed to provide an adequate level of protection for (c) On COMPANY’s request, CONTRACTOR will return promptly PERSONAL DATA and has not implemented a program or any CONFIDENTIAL INFORMATION and delete it from electronic certification that is recognised as providing an adequate level of storage, and delete or destroy all extracts or analyses that protection in accordance with Regulation (EU) 2016/679, the reflect any CONFIDENTIAL INFORMATION. Purchase Order–GOODS and SERVICES (Czech) Ver. 2021 6
10.2 CONTRACTOR Information CONTRACTOR is an independent contractor in all aspects of Except where the obligation is expressly stated elsewhere in performance under the CONTRACT. CONTRACTOR is the CONTRACT or through a separate agreement, COMPANY responsible for the method and manner of performance to GROUP will not have an obligation of non-disclosure or non-use achieve the results required by the CONTRACT. regarding information provided by CONTRACTOR GROUP. 13.2 No Business Relationship 10.3 External Communications (a) Neither the CONTRACT nor its performance creates a CONTRACTOR must obtain written approval from COMPANY partnership or joint venture. No party is appointed as agent of before proceeding with any external communications in the other. The CONTRACT does not permit CONTRACTOR to connection with the CONTRACT, disclosure of business make any commitment on behalf of COMPANY GROUP. relationships, or use of COMPANY’s trademarks. (b) CONTRACTOR and CONTRACTOR PERSONNEL are not to be 11. INTELLECTUAL PROPERTY considered employees COMPANY GROUP and are not eligible (a) Except for IP RIGHTS vested with CONTRACTOR as provided to participate in any of COMPANY GROUP’s employee benefit below, all ownership rights, title, and interest in and to SCOPE plans. CONTRACTOR will indemnify COMPANY GROUP for any and WORK PRODUCT will vest in COMPANY. This CONTRACT LIABILITIES related to claims for private or governmental does not grant CONTRACTOR GROUP any rights, title, or benefits by CONTRACTOR GROUP. interest in or to COMPANY GROUP’s IP RIGHTS, other than 14. CONTRACTOR PERSONNEL AND SUBCONTRACTING those set out in the CONTRACT. IP RIGHTS created by 14.1 Responsibility modifications, amendments, enhancements, or improvements CONTRACTOR is responsible for any SCOPE performed by and (including tailor-made to the specifications of COMPANY) to all activities, omissions, and defaults of any SUBCONTRACTOR COMPANY GROUP’s IP RIGHTS, or made using COMPANY and all CONTRACTOR PERSONNEL as if they were the activities, GROUP’s CONFIDENTIAL INFORMATION, will vest with omissions, or defaults of CONTRACTOR. COMPANY or its nominee when created. 14.2 Condition to SUBCONTRACT (b) CONTRACTOR, warranting that it is entitled to do so, grants CONTRACTOR may not subcontract any part of its obligations to COMPANY GROUP the irrevocable, non-exclusive, perpetual, under the CONTRACT except as agreed in writing by COMPANY. worldwide, royalty-free right and licence, with the right to grant 14.3 Formation and Content of SUBCONTRACTS; Further sub-licences, to possess, and use any of CONTRACTOR’s IP Requirements RIGHTS embodied in SCOPE, including the right to import, CONTRACTOR will ensure that SUBCONTRACTS are in all export, operate, sell, maintain, modify and repair SCOPE. material respects consistent with the terms and conditions of CONTRACTOR warrants that any possession or use of SCOPE as the CONTRACT. delivered by CONTRACTOR or of CONTRACTOR’s IP RIGHTS will 15. ASSIGNMENT not infringe the IP RIGHTS of any third party. An assignment or novation by a party of all or part of the (c) COMPANY’s ownership rights in SCOPE under this article will CONTRACT requires the written consent of the other party, not extend to CONTRACTOR’s IP RIGHTS that: (i) pre-existed the except that COMPANY may assign and novate all or part of the performance under the CONTRACT; (ii) are developed CONTRACT to an AFFILIATE without the consent of independently from performance of the CONTRACT; or (iii) are CONTRACTOR by giving written notice to CONTRACTOR. used by CONTRACTOR in connection with or to perform the 16. FORCE MAJEURE CONTRACT, but are not based on or arising out of COMPANY (a) COMPANY and CONTRACTOR are each excused from GROUP’s IP RIGHTS or CONFIDENTIAL INFORMATION. performance of the affected part of an obligation of the (d) CONTRACTOR will INDEMNIFY COMPANY GROUP, CONTRACT while performance is prevented by a FORCE assignees, transferees, and sublicensees permitted by this MAJEURE EVENT unless the event was contributed to by the CONTRACT for any LIABILITIES resulting from any claim that the fault of the party or was due to circumstances that could have ownership possession or use of any SCOPE or WORK PRODUCT been avoided or mitigated by the exercise of reasonable infringes or misappropriates the IP RIGHTS of any third party. diligence. 12. FINANCIAL AND PERFORMANCE AUDIT (b) Only the following are FORCE MAJEURE EVENTS: (i) riots, (a) COMPANY will have the right to audit: (i) invoiced charges wars, blockades, or threats or acts of sabotage or terrorism; and proper invoicing; (ii) other BOOKS AND RECORDS; and (iii) (ii) earthquakes, floods, fires, named hurricanes or cyclones, the performance of any other of CONTRACTOR’s obligations tidal waves, or tornadoes; (iii) radioactive contamination, under the CONTRACT, where capable of being verified by audit. epidemics, maritime or aviation disasters; (iv) strikes or labour (b) Based on the findings of the audit the parties will settle any disputes at a national or regional level or involving labour not amounts charged incorrectly within 45 days of any audit forming part of CONTRACTOR GROUP or COMPANY GROUP, finding; and CONTRACTOR will provide or re-perform any which materially impair the ability of the party claiming force SCOPE where the requirement to do so is identified by any majeure to perform the CONTRACT; (v) government sanctions, audit within 45 days of any audit finding. embargoes, mandates, or laws, that prevent performance; (c) CONTRACTOR will keep BOOKS AND RECORDS available for (vi) except as expressly provided otherwise in the CONTRACT, audit for the longer of the following periods: (i) five years inability of a party to timely obtain licences, permits, or following termination of the CONTRACT or any longer period as AUTHORITIES’ consents required for performance; or (vii) non- required by APPLICABLE LAWS; or (ii) two years after the period performance of a party’s SUBCONTRACTOR where the expires on any obligation of CONTRACTOR to perform or re- SUBCONTRACTOR has been or is affected by one of the above perform any SCOPE. FORCE MAJEURE EVENTS. However, performance will only be (d) If a longer period is specified in the CONTRACT for excused under this sub-paragraph if the parties to the retention of relevant BOOKS AND RECORDS for compliance CONTRACT agree that substitute performance by another with ANTI-CORRUPTION LAWS, CONTRACTOR will comply with SUBCONTRACTOR is impracticable under the circumstances. that requirement. (c) A party whose performance is delayed or prevented will use 13. RELATIONSHIP OF THE PARTIES reasonable endeavours to notify the other party and mitigate 13.1 Independent CONTRACTOR the effects of any FORCE MAJEURE. Purchase Order–GOODS and SERVICES (Czech) Ver. 2021 7
(d) COMPANY may terminate the CONTRACT or part of SCOPE (e) CONTRACTOR GROUP or COMPANY GROUP not a party to if any FORCE MAJEURE EVENT results in a delay that exceeds 90 the CONTRACT, but conferred rights in it are entitled to enforce consecutive or 180 cumulative days. those rights, but are not required to consent to amend or 17. NOTICES terminate those rights. All notices or other communications under the CONTRACT must (f) The CONTRACT sets forth the entire agreement between be in English and in writing, and: (i) delivered by hand; (ii) sent the parties concerning its subject matter and supersedes any by prepaid courier; (iii) sent by registered post; or (iv) sent by other agreements or statements pertaining to the same subject email with confirmation receipt requested. Notices and matter, except those agreements or statements expressly communications are effective when actually delivered at the referenced in the CONTRACT as included. Any confidentiality address specified in the CONTRACT. agreement pertaining to the subject matter will remain in 18. GOVERNING LAW, DISPUTE RESOLUTION AND REMEDIES effect according to its terms, unless the CONTRACT provides 18.1. Governing Law that it is terminated or replaced. This CONTRACT, and any dispute or claim arising out of or in connection with this CONTRACT or its subject matter or formation, including any non-contractual disputes or claims, will be exclusively governed by and construed in accordance with the laws of England and Wales, excluding conflict of law rules and choice of law principles that provide otherwise. The United Nations Convention on the International Sale of Goods will not apply to this CONTRACT. However, that choice of law will not prejudice the application of provisions of Czech law that cannot be derogated from by agreement that are mentioned within Article 3(3) of Regulation (EC) No 593/2008 of the European Parliament and of the Council on the law applicable to contractual obligations, as amended. Those mandatory rules mean above all the rules mentioned within Section 263 of Act No. 513/1991 Coll. of Law, the Commercial Code, as amended. 18.2. Dispute Resolution (a) Any dispute or claim arising out of or in connection with the CONTRACT or its subject matter or formation, whether in tort, contract, under statute, or otherwise, including any question regarding its existence, validity, interpretation, breach, or termination, and including any non-contractual claim, will be finally and exclusively resolved by arbitration by the London Court of International Arbitration (“LCIA”) under its then current commercial arbitration rules. (b) The arbitral tribunal, to be appointed in accordance with the arbitration rules, will consist of one arbitrator. However, if either party asserts the amount in controversy exceeds USD $5 million, then the tribunal will consist of three arbitrators. (c) The seat of the arbitration will be London, England. (d) The language of the arbitration will be English. (e) Nothing in this Article will be construed as preventing any party from seeking conservatory or similar interim relief from any court with competent jurisdiction. Any award rendered by the arbitral tribunal will be made in writing and will be final and binding on the parties. The parties will carry out the award without delay. Judgment upon any award or order may be entered in any court having jurisdiction. All aspects of the arbitration will be considered confidential. 18.3. Specific Performance COMPANY is entitled to specific performance of the CONTRACT. 19. ADDITIONAL LEGAL PROVISIONS (a) The parties retain their rights and remedies under APPLICABLE LAWS, subject to any provisions in the CONTRACT that provide otherwise. (b) A provision of the CONTRACT is not waived unless made in writing by an authorised representative of the waiving party. (c) Provisions that state that they survive or by their nature are intended to survive completion of performance or termination of the CONTRACT do so, along with all remedies attached to them. (d) Amendments to the CONTRACT must be made in writing and signed by the parties’ authorised representatives in order to be binding. Purchase Order–GOODS and SERVICES (Czech) Ver. 2021 8
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